-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SfPVHq+Bn2qz6YyUD7jZksM9EkSbRo++8c0EQE5l5sv1kPdLdps0+prGCUKui/JX JUnnJ1DEQtCo8TDl/+eCtw== 0000906344-97-000034.txt : 19970310 0000906344-97-000034.hdr.sgml : 19970310 ACCESSION NUMBER: 0000906344-97-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970307 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREQUENCY ELECTRONICS INC CENTRAL INDEX KEY: 0000039020 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 111986657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33022 FILM NUMBER: 97552994 BUSINESS ADDRESS: STREET 1: 55 CHARLES LINDBERGH BLVD CITY: MITCHEL FIELD STATE: NY ZIP: 11553 BUSINESS PHONE: 5167944500 MAIL ADDRESS: STREET 1: 55 CHARLES LINDBERGH BOULEVARD CITY: MITCHELL FIELD STATE: NY ZIP: 11553 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLUM RICHARD C & ASSOCIATES L P CENTRAL INDEX KEY: 0000938775 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943205364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET # 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 SC 13D/A 1 AMENDMENT NO. 21 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* FREQUENCY ELECTRONICS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 358-010106 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 27, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box . Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 358-010106 SCHEDULE 13D Page 2 of 15 1 Name of Reporting Person BK CAPITAL PARTNERS III, L.P. IRS Identification No. of Above Person 94-3091845 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 578,350* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 578,350* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 578,350* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.7%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 358-010106 SCHEDULE 13D Page 3 of 15 1 Name of Reporting Person THE COMMON FUND IRS Identification No. of Above Person 23-7037968 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization New York 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 578,350* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 578,350* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 578,350* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.7%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 358-010106 SCHEDULE 13D Page 4 of 15 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P. S.S. No. of Above Person 94-3205364 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 578,350* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 578,350* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 578,350* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.7%* 14 Type of Reporting Person IA, PN * See response to Item 5. CUSIP No. 358-010106 SCHEDULE 13D Page 5 of 15 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC. IRS Identification No. of Above Person 94-2967812 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 578,350* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 578,350* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 578,350* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.7%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 358-010106 SCHEDULE 13D Page 6 of 15 1 Name of Reporting Person RICHARD C. BLUM S.S. No. of Above Person 556 42 3196 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization USA 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 578,350* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 578,350* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 578,350* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.7%* 14 Type of Reporting Person IN * See response to Item 5. CUSIP No. 358-010106 SCHEDULE 13D Page 7 of 15 Item 1. Security and Issuer This Amendment No. 21 (the "Amendment") to Schedule 13D relates to shares of common stock, $1.00 par value (the "Stock"), of Frequency Electronics, Inc., a Delaware corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 55 Charles Lindberg Blvd., Mitchell Field, NY 11553. This Amendment is being filed because of certain dispositions of Stock set forth in Item 5(c) below. Item 2. Identity and Background This Amendment is filed on behalf of BK Capital Partners III, L.P., a California limited partnership ("BK III"), The Common Fund for the account of its Equity Fund, a New York non- profit corporation ("The Common Fund"), Richard C. Blum & Associates, L.P., a California limited partnership ("RCBA L.P."), Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc."), and Richard C. Blum, the Chairman and substantial shareholder of RCBA Inc. (collectively, the "Reporting Persons"). RCBA L.P. is a California limited partnership whose principal business is acting as general partner for investment partnerships and providing investment advisory and financial consulting services. RCBA L.P. is a registered investment adviser with the Securities and Exchange Commission and with the State of California. The sole general partner of RCBA L.P. is RCBA Inc. The principal business office address of RCBA L.P. and RCBA Inc. is 909 Montgomery Street, Suite 400, San Francisco, California 94133. The names of the executive officers and directors of RCBA Inc., their addresses, citizenship and principal occupations are as follows: Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Richard C. Blum 909 Montgomery St. USA President and President, Suite 400 Chairman, RCBA Chairman and San Francisco, CA L.P. Director Nils Colin Lind 909 Montgomery St. Norway Managing Managing Suite 400 Director, RCBA Director, San Francisco, CA L.P. Assistant Secretary and Director CUSIP No. 358-010106 SCHEDULE 13D Page 8 of 15 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Jeffrey W. Ubben 909 Montgomery St. USA Managing Managing Suite 400 Director of Director of San Francisco, CA Investments, Investments RCBA L.P. George F. Hamel, 909 Montgomery St. USA Managing Jr. Suite 400 Director of Managing San Francisco, CA Marketing, Director of RCBA L.P. Marketing John H. 909 Montgomery St. USA Managing Steinhart Suite 400 Director and Managing San Francisco, CA Chief Director, Chief Administrative Administrative Officer, RCBA Officer and L.P. Secretary Marc T. 909 Montgomery St. USA Managing Scholvinck Suite 400 Director and Managing San Francisco, CA Chief Director, Chief Financial Financial Officer, RCBA Officer and L.P. Assistant Secretary Michael Kane 909 Montgomery St. USA Managing Managing Suite 400 Director of Director of San Francisco, CA Investments, Investments RCBA L.P. Thomas L. 40 Wall Street USA Chairman, Loeb Kempner New York, NY Partners Director 10005 Corporation, Investment Banking Business BK III is a California limited partnership whose principal business is investing in securities. Its principal office is located at 909 Montgomery Street, Suite 400, San Francisco, California 94133. RCBA L.P. is the sole general partner of BK III. The Common Fund is a New York not-for-profit corporation principally engaged in the business of managing investments CUSIP No. 358-010106 SCHEDULE 13D Page 9 of 15 for educational institutions. The principal administrative office of The Common Fund is located at 450 Post Road East, Westport, Connecticut 06881-0909. The name, business address and present principal occupation of each of the trustees and executive officers of The Common Fund are as follows (all are United States citizens): Trustees Paul J. Aslanian Norman G. Herbert Vice President for Finance Associate Vice President and Planning and Treasurer Swarthmore College University of Michigan 500 College Avenue 5032 Fleming Administration Swarthmore, PA 19081-1397 Building Ann Arbor, MI 48109-1340 Robert L. Bovinette President William C. Hromadka The Common Fund Treasurer and Assoc. Sr. 450 Post Road East Vice President Westport, CT 06881 University of Southern California John B. Carroll University Park, Treasurer's President Office GTE Investment Management BKS 402 - Bookstore Building Corp. Los Angeles, CA 90089-2541 Tresser Boulevard Seventh Floor David M. Lascell Stamford, CT 06901 Partner Hallenbeck, Lascell, Mayree C. Clark Norris & Zorn Managing Director, Global One Exchange Street Research Rochester, NY 14614-1403 Morgan Stanley & Co., Inc. 1251 Avenue of the Americas John T. Leatham New York, NY 10020 Chairman and Chief Executive Officer Robert D. Flanigan, Jr. Security Health Providers, Vice President for Business Inc. and Financial Affairs & Drake Oak Brook Plaza Treasurer 2215 York Road Spelman College Suite 206 350 Spelman Lane, S.W., Oak Brook, IL 60521 Box 589 Atlanta, GA 30314-4399 David J. Meagher Vice President for Finance Caspa L. Harris, Jr and Treasurer Consultant and Attorney Loyola University of Chicago 39109 John Wolford Road 840 North Wabash Waterford, VA 20197 Chicago, IL 60611 CUSIP No. 358-010106 SCHEDULE 13D Page 10 of 15 Louis W. Moelchert Robert S. Salomon, Jr. Vice President for Business Principal and Finance STI Management LLC University of Richmond 36 Flying Cloud Road Campus Drive, Room 202 Stamford, CT 06902 Maryland Hall Richmond, VA 23173 William T. Spitz Treasurer Robert D. Pavey Vanderbilt University General Partner 102 Alumni Hall Morgenthaler Ventures Nashville, TN 37240-0159 629 Euclid Avenue, Ste. 700 Cleveland, Ohio 44114 Andre F. Perold Sylvan C. Coleman Professor of Financial Management Harvard University Graduate School of Business Administration Morgan Hall, 367, Soldiers Field Boston, MA 02163 The executive officers of The Common Fund who are not Trustees are as follows (the business address for each person is The Common Fund, 450 Post Road East, Westport, CT 06881-0909): Todd E. Petzel Curt R. Tobey Executive Vice President Senior Vice President and Chief Investment Officer William P. Miller III Senior Vice President and John S. Griswold, Jr. Independent Risk Oversight Senior Vice President Officer Maria L.C. Tapia Marita Wein Senior Vice President Vice President and Secretary To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. CUSIP No. 358-010106 SCHEDULE 13D Page 11 of 15 Item 3. Source and Amount of Funds or Other Consideration The source of funds for the previous purchases of Stock was the working capital of the Reporting Persons. Item 4. Purpose of Transaction. The Reporting Persons acquired the securities of the Issuer in the ordinary course of their business, which is an investment business. In the ordinary course of that business, the Reporting Persons may discuss from time to time with representatives of the Issuer and with selected shareholders of the Issuer ideas that the Reporting Persons believe might enhance shareholder value, including ideas that might, if effected, result in any of the following: the acquisition by persons of additional securities of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer. Depending upon market conditions and other factors, the Reporting Persons may acquire additional securities of the Issuer, in the open market, in privately negotiated transactions or otherwise. Alternatively, depending upon market conditions and other factors, the Reporting Persons may, from time to time, dispose of some or all of the securities of the Issuer that they own beneficially. Other than as set forth in this statement, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a)-(j) of Item 4 of Schedule 13D, or any agreement regarding such matters, although they may in the future take actions that would have such consequences. Item 5. Interest in Securities of the Issuer (a) & (b) According to the Issuer, 4,942,988 shares of the Stock were outstanding as of February 28, 1997. Based on such information, after taking into account the transactions described in Item 5(c) below, the following Reporting Persons have the following direct holdings in the Stock: Shares of Percentage of Name Stock Owned Stock Owned BK III 94,300 1.9% The Common Fund 484,050 9.7% _______ _____ Total 578,350 11.7% ======= ===== CUSIP No. 358-010106 SCHEDULE 13D Page 12 of 15 Voting and investment power with respect to the above shares are held solely by RCBA L.P. The Reporting Persons therefore may be deemed to be members in a group, in which case each Reporting Person would be deemed to have beneficial ownership of an aggregate of 578,350 shares of the Stock, which is 11.7% of the outstanding Stock. As the sole general partner of RCBA L.P., RCBA Inc. is deemed the beneficial owner of the securities over which RCBA L.P has voting and investment power. As Chairman, director and a substantial shareholder of RCBA Inc., Richard C. Blum might be deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc. Although Mr. Blum is joining in this Schedule as a Reporting Person, the filing of this Schedule shall not be construed as an admission that he, or any of the other shareholders, directors or executive officers of RCBA Inc. is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc. (c) During the last 60 days, the Reporting Persons sold the following shares of Common Stock on the open market: Trade Date Quantity Price The Common Fund 02-07-97 1,700 12.50 02-10-97 4,100 11.93 02-12-97 5,000 11.68 02-13-97 5,000 11.67 02-18-97 500 11.75 02-19-97 15,200 11.48 02-20-97 400 11.88 02-24-97 6,000 11.38 02-27-97 4,200 11.17 02-28-97 19,900 11.00 BK III 02-07-97 300 12.50 02-10-97 900 11.93 02-12-97 1,000 11.68 02-13-97 1,000 11.67 02-18-97 100 11.75 02-19-97 2,600 11.48 02-20-97 100 11.88 02-24-97 1,000 11.38 02-27-97 900 11.17 02-28-97 3,100 11.00 (d) and (e) Not applicable. CUSIP No. 358-010106 SCHEDULE 13D Page 13 of 15 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits Joint Filing Undertaking. CUSIP No. 358-010106 SCHEDULE 13D Page 14 of 15 Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: March 5, 1997 BK CAPITAL PARTNERS III, L.P. THE COMMON FUND RICHARD C. BLUM & ASSOCIATES, By: Richard C. Blum & L.P. Associates, Inc., Investment Advisor By: Richard C. Blum & Associates, Inc., its By: /s/John H. Steinhart General Partner _____________________ John H. Steinhart, By: /s/John H. Steinhart Managing Director, _____________________ Chief Administrative John H. Steinhart, Officer and Secretary Managing Director, Chief Administrative Officer and Secretary RICHARD C. BLUM & ASSOCIATES, /s/John H. Steinhart INC. _______________________________ RICHARD C. BLUM By: /s/John H. Steinhart __________________________ By: John H. Steinhart John H. Steinhart, Attorney-in-Fact Managing Director, Chief Administrative Officer and Secretary CUSIP No. 358-010106 SCHEDULE 13D Page 15 of 15 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Amendment to Schedule 13D to evidence the agreement of the below-names parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Amendment jointly on behalf of each of such parties. DATED: March 5, 1997 BK CAPITAL PARTNERS III, L.P. THE COMMON FUND RICHARD C. BLUM & ASSOCIATES, By: Richard C. Blum & L.P. Associates, Inc., Investment Advisor By: Richard C. Blum & Associates, Inc., its By: /s/John H. Steinhart General Partner _____________________ John H. Steinhart, By: /s/John H. Steinhart Managing Director, _____________________ Chief Administrative John H. Steinhart, Officer and Secretary Managing Director, Chief Administrative Officer and Secretary RICHARD C. BLUM & ASSOCIATES, /s/John H. Steinhart INC. _______________________________ RICHARD C. BLUM By: /s/John H. Steinhart __________________________ By: John H. Steinhart John H. Steinhart, Attorney-in-Fact Managing Director, Chief Administrative Officer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----